Exhibit
4.7 


 





EXECUTION
VERSION





	 



 





Riverfront
Plaza


 


CO-LENDER
AGREEMENT


 


Dated
as of June 7, 2018


 


by
and among


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-1 Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-2 Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-3 Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-4 Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-5 Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-6 Holder)


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-7 Holder)


 


and


 


NATIXIS
REAL ESTATE CAPITAL LLC

(Note A-8 Holder)


	 



 




     


     


    

 


TABLE
OF CONTENTS


 




	 	Page
	 	 
	1.          Definitions;
    Conflicts	1
	2.          Servicing
of the Mortgage Loan	19
	3.          Priority
of Notes	21
	4.          Workout	21
	5.          Accounts;
Payment Procedure	21
	6.          Limitation
on Liability	23
	7.          Representations
of the Holders	23
	8.          Independent
Analyses of each Holder	24
	9.          No
Creation of a Partnership or Exclusive Purchase Right	24
	10.        Not
a Security	24
	11.        Other
Business Activities of the Holders	24
	12.      
 Transfer of Notes	24
	13.        Registration
of Transfer	26
	14.        Registration
of the Notes	27
	15.        Statement
of Intent	27
	16.        Exercise
of Remedies by the Servicer	27
	17.        Rights
of the Directing Holder	29
	18.        Appointment
of Special Servicer	31
	19.        Rights
of the Non-Directing Holders	31
	20.        Advances;
Reimbursement of Advances	32
	21.        Provisions
Relating to Securitization	33
	22.        Governing
Law; Waiver of Jury Trial	39
	23.        Submission
To Jurisdiction; Waivers	40
	24.        Modifications	40
	25.        Successors
and Assigns; Third Party Beneficiaries	40
	26.        Counterparts	40
	27.        Captions	41
	28.        Notices	41
	29.        Severability	41
	30.        Entire
Agreement	41
	31.        Withholding
Taxes	41
	32.        Custody
of Mortgage Loan Documents	42
	33.        Certain
Matters Affecting the Agent	42
	34.        Termination
of Agent	43



 



    -i- 


     


    

 


THIS
CO-LENDER AGREEMENT (the “Agreement”), dated as of June 7, 2018, is by and among NATIXIS REAL ESTATE CAPITAL
LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas,
New York, New York 10020, as the holder of Note A-1, Natixis in its capacity as initial agent, the “Initial Agent”,
Natixis, as the holder of Note A-2, Natixis as the holder of Note A-3, Natixis as the holder of Note A-4, Natixis as the holder
of Note A 5, Natixis as the holder of Note A-6, Natixis as the holder of Note A-7 and Natixis as the holder of Note A-8.


 


W I T N E S S E T H:


 


WHEREAS,
Natixis has made a mortgage loan in the original principal amount of $146,000,000 (the “Mortgage Loan”) to
Richmond Riverfront Plaza, LP, a Delaware limited partnership (the “Borrower”) pursuant to a loan agreement
between the Borrower, as borrower, and Natixis, as lender, dated as of May 4, 2018 (the “Loan Agreement”),
which Mortgage Loan was evidenced by a single promissory note in the original principal amount of $146,000,000 (the “Original
Promissory Note”);


 


WHEREAS,
the Mortgage Loan is secured by a first mortgage lien (the “Mortgage”) on the Borrower’s fee interest
in the property known as Riverfront Plaza, located at 901-951 E. Byrd Street, Richmond, Virginia 23219 (the “Mortgaged
Property”);


 


WHEREAS,
pursuant to a Note Splitter and Loan Document Modification Agreement, dated on or about May 4, 2018, the Original Promissory Note
was split into eight notes as follows: (i) Replacement Promissory Note A-1 in the principal amount of $30,000,000 (“Note
A-1”), (ii) Replacement Promissory Note A-2 in the principal amount of $30,000,000 (“Note A-2”),
(iii) Replacement Promissory Note A-3 in the original principal amount of $20,000,000 (“Note A-3”), (iv) Replacement
Promissory Note A-4 in the original principal amount of $20,000,000 (“Note A-4”), (v) Replacement Promissory
Note A-5 in the original principal amount of $15,000,000 (“Note A-5”), (vi) Replacement Promissory Note A-6
in the original principal amount of $15,000,000 (“Note A-6”), (vii) Replacement Promissory Note A-7 in the
original principal amount of $10,000,000 (“Note A-7”) and (viii) Replacement Promissory Note A-8 in the original
principal amount of $6,000,000 (“Note A-8”, collectively with Note A-1, Note A-2, Note A-3, Note A-4, Note
A-5, Note A-6 and Note A-7, the “Notes” and each, a “Note”); and


 


WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold the Notes;


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:


 


1.           Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section
or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the
Servicing Agreement.


 



     


     


    

 


To
the extent of any inconsistency between this Agreement and the Servicing Agreement, the terms of this Agreement shall control.
Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly
requires otherwise.


 


“Acceptable
Insurance Default” shall mean:


 


(a)          prior
to the Securitization Date, the meaning assigned to such term in the Model PSA or such other analogous term used in the Model
PSA; and


 


(b)          from
and after the Securitization Date, the meaning assigned to such term in the Servicing Agreement or such other analogous term used
in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement.


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person Controlling or Controlled by or under common Control with such
specified Person.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after
the Securitization Date shall mean the Master Servicer in its role as “Companion Paying Agent” (or equivalent term)
under the Servicing Agreement.


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is located at Natixis Real Estate Capital LLC, 1251 Avenue of the Americas, New York, New York 10020, and which is the address
to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Holders.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedules hereto, and all amendments hereof and supplements hereto.


 


“Amended
Note” shall have the meaning assigned to such term in Section 21.


 


“Appraisal”
shall have (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, the meaning assigned to such term in the Servicing Agreement
or such other analogous term used in the Servicing Agreement.


 


“Asset
Status Report” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 


“Borrower”
shall have the meaning assigned to such term in the recitals.


 


“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement.


 






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“CLO”
shall have the meaning assigned to such term in the definition of “Qualified Transferee.”


 


“CLO
Asset Manager” shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible
for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening
Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the Directing
Holder).


 


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection
Account” shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement
for the purpose of servicing the Mortgage Loan.


 


“Consultation
Termination Event” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of an entity, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling”
and “Controlled” have meanings correlative to the foregoing.


 


“CREFC®
Investor Reporting Package®” shall have the meaning assigned to such term or an analogous term in the Servicing
Agreement.


 


“DBRS”
shall mean DBRS, Inc. and its successors in interest.


 


“Defaulted
Mortgage Loan” shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect
of its Monthly Payments or more than 60 days in respect of its balloon payment, in either case to be determined without giving
effect to any grace period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the
Mortgage Loan Documents.


 


“Directing
Holder” shall mean (i) during the period prior to the Note A-1 Securitization Date, the Note A-1 Holder or such other
party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement and (ii)
after the Note A-1 Securitization Date, the holders of Certificates representing the specified interest in the class of Certificates
designated as the “controlling class” under the Note A-1 Securitization or the duly appointed representative of the
holders of such Certificates; provided, that no Borrower Party, as defined in the applicable Servicing Agreement, thereof
shall be entitled to act as Directing Holder.


 


“Event
of Default” shall mean an “Event of Default” as defined in the Loan Agreement.


 






     -3-


     


    

 


“Excluded
Amounts” shall mean:


 


(i)           proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance
with the terms of the Mortgage Loan Documents;


 


(ii)          amounts
required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)         amounts
that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including, without
limitation, Servicing Fees, Special Servicing Fees, Liquidation Fees, Workout Fees, as applicable, reimbursement of costs and
expenses, reimbursement of Property Advances and interest thereon at the Reimbursement Rate;


 


but
shall not include (A) any amounts received in respect of any P&I Advances (and interest thereon), (B) any Servicing Fees due
to the Master Servicer in excess of the Servicing Fee calculated at the “primary servicing fee rate” set forth in
the Servicing Agreement and (C) any trustee fees.


 


“First
Non-Lead Note” shall mean the first Note, other than Note A-1, that is included as part of the securitization of one
or more mortgage loans.


 


“First
Non-Lead Note PSA” shall mean the “pooling and servicing agreement” entered into in connection with the
First Non-Lead Note Securitization.


 


“First
Non-Lead Note Securitization” shall mean the first sale by a Non-Lead Note Holder of all or any portion of a Non-Lead
Note to a depositor who will in turn include all or such portion (as applicable) of such Non-Lead Note as part of the securitization
of one or more mortgage loans.


 


“First
Non-Lead Note Securitization Date” shall mean the closing date of the First Non-Lead Note Securitization.


 


“First
Non-Lead Note Trust Fund” shall mean the trust formed pursuant to the First Non-Lead Note PSA.


 


“Fitch”
shall mean Fitch Ratings Inc. and its successors in interest.


 


“Guarantor”
shall have the meaning assigned to such term in the Mortgage Loan Documents.


 


“Holder”
shall mean the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6
Holder, the Note A-7 Holder and/or the Note A-8 Holder, as the context indicates.


 


“Initial
Agent” shall have the meaning assigned to such term in the preamble to this Agreement.


 






     -4-


     


    

 


“Interim
Servicing Agreement” shall mean at such time that the Mortgage Loan is not serviced pursuant to the Servicing Agreement,
that certain Servicing Agreement, dated as of September 1, 2003, between Natixis, as owner, and Midland Loan Services, Inc., as
servicer.


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds Note A-1 as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as
collateral for the CLO.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc. and its successors in interest.


 


“Lead
Note” shall mean (i) during the period from and after the First Non-Lead Note Securitization Date and prior to the Note
A-1 Securitization Date, the First Non-Lead Note; and (ii) on and after the Note A-1 Securitization Date, Note A-1.


 


“Lead
Note Holder” shall mean the Holder of the Lead Note.


 


“Lead
Securitization” shall mean (a) during the period from and after the First Non-Lead Note Securitization Date and prior
to the Note A-1 Securitization Date, the First Non-Lead Note Securitization and (b) from and after the Note A-1 Securitization
Date, the Note A-1 Securitization.


 


“Lead
Securitization Servicing Agreement” shall mean a pooling and servicing agreement, substantially in the form of the Model
PSA (and where such pooling and servicing agreement is not substantially the same as the Model PSA, and the changes would materially
and adversely affect the Mortgage Loan or the Note Holder’s rights with respect thereto), to be entered into in connection
with the Lead Securitization, it being acknowledged that such agreement is subject in all respects to changes (i) required by
the Code relating to the tax elections of the Lead Securitization Trust, (ii) required by law or changes in any law, rule or regulation
and (iii) requested by the Rating Agencies or any purchaser of subordinate certificates.


 


“Lead
Securitization Trust” shall mean (a) during the period from and after the First Non-Lead Note Securitization Date and
prior to the Note A-1 Securitization Date, the trust established under the First Non-Lead Note PSA in connection with the First
Non-Lead Note Securitization and, (b) from and after the Note A-1 Securitization Date, the trust established under the Note A-1
Securitization.


 


“Lead
Servicer” shall mean (a) during the period from and after the First Non-Lead Note Securitization Date and prior to the
Note A-1 Securitization Date, the servicer and/or special servicer designated under the First Non-Lead Note PSA and, (b) from
and after the Note A-1 Securitization Date, the servicer and/or special servicer designated under the Note A-1 PSA.


 


“Lead
Trustee” shall mean (a) during the period from and after the First Non-Lead Note Securitization Date and prior to the
Note A-1 Securitization Date, the trustee designated under the First Non-Lead Note Securitization and, (b) from and after the
Note A-1 Securitization Date, the trustee designated under the Note A-1 Securitization.


 






     -5-


     


    

 


“Liquidation
Proceeds” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Loan
Agreement” shall have the meaning assigned to such term in the recitals.


 


“Major
Action” shall mean:


 


(i)
prior to the Securitization Date:


 


(a)          
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the
ownership of the Mortgaged Property;


 


(b)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(c)          following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the Mortgage Loan Documents;


 


(d)          any
sale of a Defaulted Mortgage Loan or REO Property for less than the applicable Purchase Price;


 


(e)          any
determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any hazardous materials located at the Mortgaged Property or an REO Property;


 


(f)          any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the Mortgage Loan Documents and for which there
is no lender discretion;


 


(g)          any
waiver of or determination not to enforce a “due on sale” or “due on encumbrance” clause with respect
to the Mortgage Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or direct or indirect
interests in the Borrower;


 


(h)          any
amendment, modification or termination of any Management Agreement (as defined in the Loan Agreement) and any property management
company changes, including, without limitation, approval of the termination of the existing property manager and appointment of
a new property manager, or franchise changes with respect to a Mortgage Loan, in each case for which the lender is required to
consent or approve such changes under the Mortgage Loan Documents;


 


(i)           releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the Mortgage Loan Documents and for which there is no
lender discretion;


 






     -6-


     


    

 


(j)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the Borrower, Guarantor or
other guarantor, indemnitor or obligor releasing the Borrower, Guarantor or other guarantor, indemnitor or obligor from liability
under the Mortgage Loan other than pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(k)          any
determination of an Acceptable Insurance Default;


 


(l)          any
proposed modification or waiver of the types, nature or amount of insurance coverage required to be obtained by the Borrower;


 


(m)          the
execution, termination, modification, waiver or amendment of any ground lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any ground lease, in each case, to the extent lender approval is required under the
Mortgage Loan Documents;


 


(n)          
any filing of a bankruptcy or similar action against the Borrower or Guarantor or the election of any action in a bankruptcy or
insolvency proceeding to seek relief from the automatic stay or dismissal of a bankruptcy filing or voting for or opposing a plan
of reorganization, seeking or opposing an order for adequate protection, adequate assurance, a Section 363 sale, order shortening
time or similar motion of procedure in an insolvency proceeding or making an Section 1111(b)(2) election on behalf of the Note
Holders;


 


(o)          any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(p)          approval
of the Annual Budget (as defined in the Loan Agreement) to the extent the Lender’s consent is required under the Loan Agreement;


 


(q)          approval
of (1) any replacement or substitution of a “Key Principal” (as defined in the Loan Agreement), and (2) any “Successor
Guarantor” (as defined in the Loan Agreement);


 


(r)          the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Borrower;


 


(s)          approval
of any replacement Special Servicer, other than under Section 18; or


 


(t)          any
incurrence of additional debt by the Borrower or any mezzanine financing by any beneficial owner of the Borrower (to the extent
that the lender has consent rights pursuant to the Mortgage Loan Documents (for purposes of the determination whether a lender
has such consent rights pursuant to the Mortgage Loan Documents, any Mortgage Loan Document provision that requires that an intercreditor
agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); and


 






     -7-


     


    

 


(ii)
from and after the Securitization Date, the meaning assigned to the term “Material Action”, “Major Action”,
“Major Decision” or any equivalent term in the Servicing Agreement.


 


“Master
Servicer” shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master
Servicer Remittance Date” shall mean:


 


(a)          during
the period after the First Non-Lead Note Securitization Date but prior to the Note A-1 Securitization Date:


 


(i)          with
respect to the First Non-Lead Note, the “Master Servicer Remittance Date” (or analogous term) as defined in the First
Non-Lead Note PSA; and


 


(ii)          with
respect to each Non-Lead Note, (x) if such Note is included in a Securitization, two Business Days prior to the Master Servicer
Remittance Date (or analogous term) as defined in the applicable Non-Lead Servicing Agreement (as long as such date is at least
two Business Days after receipt of the Monthly Payment) and (y) with respect to each other Non-Lead Note, one Business Day after
the Determination Date (as defined in the Note A-1 PSA); and


 


(b)          after
the Note A-1 Securitization Date:


 


(i)          with
respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Note A-1 PSA; and


 


(ii)          with
respect to each Non-Lead Note, (x) if such Note is included in a Securitization, two Business Days prior to the Master Servicer
Remittance Date (or analogous term) as defined in the applicable Non-Lead Servicing Agreement (as long as such date is at least
two Business Days after receipt of the Monthly Payment) and (y) with respect to each other Non-Lead Note, one Business Day after
the Determination Date (as defined in the Note A-1 PSA).


 


“Maturity
Date” shall have the meaning assigned to such term in Exhibit A.


 


“Model
PSA” shall mean the pooling and servicing agreement for the CSAIL 2018-CX11 Commercial Mortgage Trust, among Credit
Suisse Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator
and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


“Monthly
Payment” with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period
in accordance with the Mortgage Loan Documents.


 






     -8-


     


    

 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC and its successors in interest.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage
Interest Rate” shall mean, with respect to each Note, the Mortgage Interest Rate set forth in the Mortgage Loan Schedule
with respect to such Note.


 


“Mortgage
Loan” shall have the meaning assigned to such term in the recitals.


 


“Mortgage
Loan Documents” shall mean, the Mortgage, the Loan Agreement, the Notes, and all other documents now or hereafter evidencing,
securing or guaranteeing the Mortgage Loan.


 


“Mortgage
Loan Principal Balance” shall mean, at any date of determination, the aggregate principal balance of the Notes evidencing
the Mortgage Loan.


 


“Mortgage
Loan Schedule” shall mean the Schedule attached hereto as Exhibit A, which schedule sets forth certain information
regarding the Mortgage Loan and the Notes.


 


“Mortgaged
Property” shall have the meaning assigned to such term in the recitals.


 


“Natixis”
shall mean Natixis Real Estate Capital LLC, and its successors in interest.


 


“New
Note” shall have the meaning assigned to such term in Section 21.


 


“Non-Directing
Holders” shall mean the holders of any Note other than Note A-1, and if any of such Notes have been included in a Securitization,
the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling
class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under
the applicable Non-Lead Servicing Agreement, to exercise the rights granted to the related Non-Directing Holder in this Agreement.
If Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 or Note A-8 is not included in a Securitization, the Non-Directing
Holder with respect to such Note will be the then-current Holder of such Note.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such
Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit Note A-1 Holder
to make such payments free of any obligation or liability for withholding.


 






     -9-


     


    

 


“Non-Lead
Note” shall mean (i) during the period from and after the First Non-Lead Note Securitization Date and prior to the Note
A-1 Securitization Date, each of the Notes that is not included in the First Non-Lead Note Securitization, and (ii) on and after
the Note A-1 Securitization Date, each of the Notes that is not included in the Note A-1 Securitization.


 


“Non-Lead
Note Holder” shall mean a holder of a Non-Lead Note.


 


“Non-Lead
Securitization” shall mean any Securitization of a Note in a Securitization Trust other than the Lead Securitization.


 


“Non-Lead
Servicing Agreement” shall have the meaning assigned to such term in Section 2(f).


 


“Nonrecoverable
Advance” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Note
A-1” shall have the meaning assigned such term in the recitals.


 


“Note
A-1 Holder” shall mean Natixis or any subsequent holder of Note A-1.


 


“Note
A-1 Principal Balance” shall mean, at any time of determination, the initial Note A-1 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-1 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


“Note
A-1 Securitization” shall mean the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor
who will in turn include such portion of Note A-1 as part of the securitization of one or more mortgage loans.


 


“Note
A-1 Securitization Date” shall mean the closing date of the Note A-1 Securitization.


 


“Note
A-2” shall have the meaning assigned such term in the recitals.


 


“Note
A-2 Holder” shall mean Natixis or any subsequent holder of Note A-2.


 


“Note
A-2 Principal Balance” shall mean at any time of determination, the initial Note A-2 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-2 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-3” shall have the meaning assigned such term in the recitals.


 


“Note
A-3 Holder” shall mean Natixis or any subsequent holder of Note A-3.


 






     -10-


     


    

 


“Note
A-3 Principal Balance” shall mean, at any time of determination, the initial Note A-3 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-3 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-4” shall have the meaning assigned such term in the recitals.


 


“Note
A-4 Holder” shall mean Natixis or any subsequent holder of Note A-4.


 


“Note
A-4 Principal Balance” shall mean, at any time of determination, the initial Note A-4 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-4 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-5” shall have the meaning assigned such term in the recitals.


 


“Note
A-5 Holder” shall mean Natixis or any subsequent holder of Note A-5.


 


“Note
A-5 Principal Balance” shall mean, at any time of determination, the initial Note A-5 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-5 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-6” shall have the meaning assigned such term in the recitals.


 


“Note
A-6 Holder” shall mean Natixis or any subsequent holder of Note A-6.


 


“Note
A-6 Principal Balance” shall mean, at any time of determination, the initial Note A-6 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-6 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-7” shall have the meaning assigned such term in the recitals.


 


“Note
A-7 Holder” shall mean Natixis or any subsequent holder of Note A-7.


 


“Note
A-7 Principal Balance” shall mean, at any time of determination, the initial Note A-7 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-7 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-8” shall have the meaning assigned such term in the recitals.


 


“Note
A-8 Holder” shall mean Natixis or any subsequent holder of Note A-8.


 


“Note
A-8 Principal Balance” shall mean, at any time of determination, the initial Note A-8 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of


 



     -11-


     


    

 


principal
thereon received by the Note A-8 Holder and any reductions in such amount pursuant to Section 4.


 


“Notes”
shall have the meaning assigned such term in the recitals.


 


“Note
Register” shall have the meaning assigned to such term in Section 14.


 


“P&I
Advance” shall mean an advance made by (a) a party to the Servicing Agreement with respect to a delinquent monthly debt
service payment on the Lead Note or (b) a party to a Non-Lead Servicing Agreement with respect to a delinquent monthly debt service
payment on a Non-Lead Note included in the related Non-Lead Securitization.


 


“Penalty
Charges” shall mean any amounts collected from the Borrower that represent default charges, penalty charges, late fees
and/or default interest, but excluding any yield maintenance charge or prepayment premium.


 


“Permitted
Fund Manager” shall mean any Person (a) listed on Exhibit C attached hereto or (b) that on the date of determination
is (i) a other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial
real estate, (ii) investing through one or more funds with committed capital of at least $100,000,000 and (iii) not subject to
a proceeding, whether voluntary or involuntary, relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Property
Advance” shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve
and enforce the security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged
Property.


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments
of interest among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based on the
interest accrued on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal balance
of such Note and (ii) for all other purposes, the allocation of any particular payment, collection, cost, expense, liability or
other amount between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder
over another Note or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated
its respective pro rata share based on the principal balance of its Note in relation to the principal balance of the entire Mortgage
Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“Qualified
Servicer” shall mean any nationally recognized commercial mortgage loan servicer (1) rated at least “CSS3,”
in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (2) on the S&P
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable,
(3) as


 



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to
which neither Moody’s nor KBRA has cited servicing concerns of such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in any CMBS transaction rated by Moody’s or KBRA, as applicable, and serviced by such servicer
prior to the time of determination, (4) a servicer that (i) during the 12-month period prior to the date of determination, acted
as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization rated by Morningstar and (ii)
Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of such certificates
citing servicing concerns with the servicer or special servicer, as applicable, as the sole or material factor in such rating
action and (5) in the case of DBRS, that within the twelve (12) month period prior to the date of determination such servicer
was acting as servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by DBRS
and DBRS has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any
class of commercial mortgage securities on watch citing the continuation of such servicer as servicer or special servicer, as
applicable, of such commercial mortgage securities as a material reason for such downgrade or withdrawal. For purposes of this
definition, for so long as any Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating
any such Securitization(s) shall not be considered.


 


“Qualified
Transferee” shall mean each of:


 


(a)          the
initial Holders;


 


(b)          any
other Person that is an entity Controlled (as defined below) by, under Common Control with or Controlling of any of the initial
Holders;


 


(c)          UBS
AG, by and through its branch office at 1285 Avenue of the Americas; or


 


(d)          one
or more of the following:


 


(i)          a
real estate investment bank, an insurance company, bank, savings and loan association, investment bank, trust company, commercial
credit corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental
entity or plan, or


 


(ii)          an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)          a
Qualified Trustee (or in the case of a CLO, a single purpose bankruptcy remote entity that contemporaneously assigns or pledges
the Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CLO”) secured by, or (c) a financing through an “owner
trust” of, a Note or any interest therein (any of the foregoing, a “Securitization Vehicle”), 


 



     -13-


     


    

 


provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment grade
by two nationally recognized credit rating agencies; (2) the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note or any interest therein in accordance
with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the
case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that
is not administered and managed by a CLO Asset Manager that is a Qualified Transferee, are each a Qualified Transferee under clauses
(i), (ii), (iv) or (v) of this definition, or


 


(iv)          an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $100,000,000, in which (A) any initial Holder, (B) a person that is otherwise a Qualified Transferee under clause
(i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii) above)
or clause (C) below (with respect to an entity Controlled by an entity referred to in clause (i), (ii) or (v) (with respect to
an institution substantially similar to the entities referred to in clause (i) or (ii) above)), or (C) a Permitted Fund Manager,
acts as a general partner, managing member, or the fund manager responsible for the day-to-day management and operation of such
investment vehicle, or


 


(v)          an
institution substantially similar to any of the foregoing, or


 


(vi)          any
Person that is otherwise a Qualified Transferee but is acting in an agency capacity in connection with a lending syndicate, so
long as no more than fifty percent (50%) of the lenders in the lending syndicate (by loan balance or committed loan amounts) are
Qualified Transferees or


 


(vii)          a
private trust established and authorized under the laws of Korea (an “Acquiring Korean Trust”), so long as
the beneficiaries of, and owners of not less than 51% of the equity interest in, the Acquiring Korean Trust are, directly or indirectly,
Persons that are otherwise Qualified Transferees and satisfy the capital surplus/equity and total asset requirements set forth
below, and


 


in
the case of any entity referred to in clause (d)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity or parent has at
least $100,000,000 in capital/statutory surplus or shareholders’ equity including uncalled capital commitments (except with
respect to a pension advisory firm, asset manager or similar fiduciary) and at least $250,000,000 in total assets including uncalled
capital commitments (in name or under management), and (y) is regularly engaged in the business of making or owning commercial
real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating
commercial real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the


 



     -14-


     


    

 


requirements
of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


 


(e)          any
entity approved by the Rating Agencies hereunder as a Qualified Transferee for purposes of this Agreement, or as to which the
Rating Agencies have stated they would not review such entity in connection with the subject transfer; or


 


For
purposes of this definition only, “Control” means the ownership, directly or indirectly, in the aggregate of
more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise
voting power, by contract or otherwise (“Controlled” has the meaning correlative thereto).


 


“Qualified
Trustee” shall mean (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision
or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii)
an institution whose long-term senior unsecured debt is then rated in one of the top two rating categories of each of the applicable
Rating Agencies.


 


“Rating
Agencies” shall mean Moody’s, Fitch, KBRA, Morningstar, DBRS and S&P and their respective successors in interest
or, if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally
recognized statistical rating agency reasonably designated by any Holder to rate the securities issued in connection with the
Securitization of the related Note; provided, however, that, unless specified otherwise, at any time during which
any Note is an asset of a Securitization, “Rating Agencies” or “Rating Agency” shall mean
only those rating agencies that are engaged by the applicable depositor to rate the securities issued in connection with such
Securitization.


 


“Rating
Agency Confirmation” shall mean each of the applicable Rating Agencies for each Securitization shall have confirmed
in writing that the occurrence of the event with respect to which such Rating Agency Confirmation is sought shall not result in
a downgrade, qualification or withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates
then outstanding. In the event that no Certificates are outstanding or none of the Notes are included in a Securitization, any
action that would otherwise require a Rating Agency Confirmation shall require the consent of the Note A-1 Holder, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


For
the purposes of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, or (2) does not reply
to such request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the


 



     -15-


     


    

 


Servicing
Agreement and the Non-Lead Servicing Agreement, as applicable, have been satisfied, then for such request only, the condition
that such confirmation by such Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement. For
purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation
hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such
Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any
subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such
prior request.


 


“Reimbursement
Rate” shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the
Servicing Agreement.


 


“REO
Loan” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“REO
Property” shall mean (i) prior to the Securitization Date, any Mortgaged Property, title to which has been acquired
by a Servicer on behalf of (or other Person designated by) the Holders through foreclosure, deed in lieu of foreclosure or otherwise
and (ii) from and after the Securitization Date, the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 


“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note to a depositor, who will in turn include such portion
of such Note as part of a securitization of one or more mortgage loans.


 


“Securitization
Date” shall mean, with respect to any Note, the effective date on which the Securitization of such Note or first portion
thereof is consummated.


 


“Servicer”
shall mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing
Agreement designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing
Agreement.


 


“Servicing
Advances” shall mean (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, the meaning assigned to such term in the Servicing Agreement or such other analogous term used
in the Servicing Agreement.


 


“Servicing
Agreement” shall mean, (a) prior to the Securitization Date, the Interim Servicing Agreement and (b) during the period
from and after the Securitization Date, the Lead Securitization Servicing Agreement; provided that in the event the Lead Note
is no longer an asset of the trust fund created pursuant to the Servicing Agreement, the term “Servicing Agreement”
shall refer to the subsequent servicing agreement entered into pursuant to Section 2(d).


 






     -16-


     


    

 


“Servicing
Fee” shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally
be calculated as the product of (i) the Servicing Fee Rate and (ii) the outstanding principal balance of the Mortgage Loan as
of the date of determination.


 


“Servicing
Fee Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum which, when
applied to the Mortgage Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine
the servicing fee payable to the Master Servicer under the Servicing Agreement.


 


“Servicing
File” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing
Standard” shall mean:


 


(x)          prior
to the Securitization Date, the procedures that the Master Servicer, as an independent contractor, follows in order to service
and administer the Mortgage Loan and administer REO Property solely on behalf of the Note Holders, as a collective whole as if
such Note Holders constituted one lender, as determined by the Master Servicer in the exercise of its good faith and reasonable
judgment, in accordance with applicable law, the terms of this Agreement and the Mortgage Loan Documents and, to the extent consistent
with the foregoing, the following standards: (i) the higher of (a) the same manner in which and with the same care, skill, prudence
and diligence with which the Master Servicer services and administers similar loans and administers foreclosed properties for
other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial
mortgage lenders in servicing their own loans and administering their own foreclosed properties, or (b) with the care, skill,
prudence and diligence the Master Servicer uses for loans which it owns or for foreclosed properties it owns and administers;
(ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or,
if the Mortgage Loan comes into and continues in default and if no satisfactory arrangements can be made for the collection of
the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Note Holders, as a collective whole as if
such Note Holders constituted one lender on a net present value basis and (b) any reimbursable expenses and other amounts due
under the Mortgage Loan and (iii) without regard to:


 


(a)          any
relationship that the Master Servicer or its affiliates may have with the Borrower or any of its affiliates;


 


(b)          the
ownership of any other mezzanine loan by the Master Servicer or its affiliates;


 


(c)          its
obligation to make Advances;


 


(d)          the
right of the Master Servicer or its affiliates to receive reimbursement of costs, compensation or other fees (other than Advances),
or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular transaction; or


 


(e)          the
ownership, servicing or management for others of any other loans or property by the Master Servicer; and


 






     -17-


     


    

 


(y)          from
and after the Securitization Date, the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing
Transfer Event” shall have (i) prior to the Securitization Date, the meaning assigned to such term in the Model PSA
or such other analogous term used in the Model PSA and (ii) from and after the Securitization Date, the meaning assigned to such
term in Servicing Agreement or such other analogous term used in the Servicing Agreement, whereby the servicing of the Mortgage
Loan is required to be transferred to the Special Servicer from the Master Servicer.


 


“Special
Servicer” shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the
Servicing Agreement, or any successor special servicer appointed as provided thereunder and hereunder.


 


“Special
Servicing Fee” shall have the meaning given to such term or an analogous term in the Servicing Agreement.


 


“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following
a Servicing Transfer Event.


 


“Transfer”
shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of
a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trustee”
shall mean, with respect to any Securitization, the bank or trust company as may be selected by the applicable depositor and approved
by the Rating Agencies to act as trustee for such Securitization, and shall include any fiscal agent and/or paying agent appointed
for such Securitization..


 


2.          Servicing
of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement,
the Mortgage Loan shall be serviced prior to the first Securitization Date pursuant to the Interim Servicing Agreement and from
and after the first Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that prior to the first
Securitization Date, all servicing and other decisions with respect to matters set forth on Exhibit D hereto will be made
by unanimous consent of the holders of Note A-1, Note A-2 and Note A-4.


 


Each
Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the
Servicing Agreement.


 


(b)          The
Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization transactions
involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of
the trust fund established under the Lead Securitization, (ii) required by law or changes in any law, rule or regulation or (iii)
requested by the Rating Agencies rating the Lead Securitization. In addition, the Lead Securitization Servicing Agreement and
each Non-Lead Servicing Agreement shall have such additional provisions as are set forth in Section 21. The Lead NoteHolder
shall


 



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have
the right to designate the Master Servicer for the Lead Securitization as long as each such party is a Qualified Servicer.


 


(c)          Subject
to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer and the Trustee under the Servicing Agreement by the related depositor and the appointment of the Special
Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect
to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer,
the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement
(subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).


 


(d)          If,
at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant
to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization,
subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the applicable depositor to rate
such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing
Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written
confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of
the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided,
further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage
Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service
providers set forth under the Servicing Agreement that was previously in effect.


 


(e)          Notwithstanding
anything to the contrary contained herein (including Sections 4 and 16(a)), each Servicing Agreement shall provide
that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set
forth in such Servicing Agreement, and any Holder who is not the Borrower or an Affiliate of the Borrower shall be deemed a third-party
beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that any Non-Lead
Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer
will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable
to it hereunder or otherwise.


 


(f)          The
Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the
servicing of the Mortgage Loan.


 


(g)          If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within


 



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the
meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of
the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage
or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata
share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold
consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have
under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than
three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the
provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to
the administration of the Mortgage Loan.


 


(h)          In
the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any
other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits
in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement
or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.          Priority
of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of the other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available
for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard
or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of
eminent domain shall be distributed by the Master Servicer and applied to each Note on a Pro Rata and Pari Passu Basis.


 


The
Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i)
pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties
to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to
the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except
that, for so long as any Note is not included in a Securitization, any Penalty Charges allocated to such Note that are not applied
pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or
the Special Servicer without the express consent of such Holder.


 


4.          Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and Section 16 of this Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Note
Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage


 



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Loan,
modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is
reduced, (iii) payments of interest or principal on Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 or Note
A-8 are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such
modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities
of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 and Note A-8 as described in Section 3.


 


5.          Accounts;
Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection
Account or Collection Accounts, as applicable. Each Holder hereby directs the Master Servicer, in accordance with the priorities
set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable
Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage
Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance
Date all payments received with respect to and allocable to each Note by wire transfer to accounts maintained by the applicable
Holder; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall
be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement.


 


If
any Servicer holding or having distributed any amount received or collected in respect of any Note determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of such Note must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the another Holder or any
Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required
to distribute any portion thereof to such Holder and the subject Holder shall promptly on demand repay to such Servicer the portion
thereof that has been distributed to such Holder, together with interest thereon at such rate, if any, as such Servicer shall
have been required to pay to the Borrower, any other Holder, any Servicer or such other person or entity with respect thereto.
Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall
have the right to offset any amounts due hereunder from any Holder with respect to the Mortgage Loan against any future payments
due to such Holder under the Mortgage Loan, provided, that the obligations of each Holder under this Section 5 are
separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against
any other Holder. The obligations of each Holder under this Section 5 constitute absolute, unconditional and continuing
obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.


 


6.          Limitation
on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special Servicer
on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with respect to the Advance reimbursement
provisions set forth in Section 20 and (2) with respect to losses actually suffered due to the gross negligence, willful
misconduct or material breach of this Agreement on the part of such Holder (including the Master Servicer or the Special Servicer
on its behalf, except that


 



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the
Master Servicer’s or Special Servicer’s liability may be further limited or expanded as set forth in the Servicing
Agreement).


 


7.          Representations
of the Holders. (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that,
as of the date hereof:


 


(i)          It
is duly organized, validly existing and in good standing under the laws of the State under which it is organized.


 


(ii)         The
execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement
by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to
which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability
to carry out the transactions contemplated by this Agreement.


 


(iii)        Such
Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.


 


(iv)        This
Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification
and contribution obligations may be limited by applicable law.


 


(v)        It
has the right to enter into this Agreement without the consent of any third party.


 


(vi)       It
is the holder of the respective Note for its own account in the ordinary course of its business.


 


(vii)      It
has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation
in connection with the consummation of any of the transactions contemplated hereby.


 


(viii)      It
is a Qualified Transferee.


 


8.          Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it has, independently
and without reliance upon any other Holders and based on such documents and information as such Holder has deemed appropriate,
made its own credit analysis and decision to purchase its respective Note. Each Holder hereby acknowledges that the other Holders
shall have no responsibility for (i) the


 



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collectability
of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance
policy or policies or any survey furnished or to be furnished in connection with the origination of the Mortgage Loan, (iii) the
validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial
condition of the Borrower. Each Holder assumes all risk of loss in connection with its respective Note for reasons other than
gross negligence, willful misconduct or breach of this Agreement by any other Holder or negligence, willful misconduct or bad
faith by any Servicer.


 


9.          No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto,
shall be deemed to constitute among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf) and any other
Holders a partnership, association, joint venture or other entity. Each Holder (or the Master Servicer, Special Servicer or Trustee
on its behalf) shall have no obligation whatsoever to offer to the other Holders the opportunity to purchase notes or interests
relating to any future loans originated by such Holder or any of its Affiliates, and if any Holder chooses to offer to any of
the other Holders, the opportunity to purchase notes or interests in any future mortgage loans originated by such Holder or its
Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses, in its sole and absolute discretion.
None of the Holders shall have any obligation whatsoever to purchase from any other Holder any notes or interests in any future
loans originated by any other Holder or any of its Affiliates.


 


10.        Not
a Security. None of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 nor Note A-8 shall be deemed to be
a security within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934.


 


11.        Other
Business Activities of the Holders. Each Holder acknowledges that the other Holders may make loans or otherwise extend credit
to, and generally engage in any kind of business with, any Affiliate of the Borrower, and receive payments on such other loans
or extensions of credit to any Affiliate of the Borrower and otherwise act with respect thereto freely and without accountability,
but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


 


12.        Transfer
of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not
the related transferee is a Qualified Transferee without a Rating Agency Confirmation. No Holder shall Transfer more than 49%
(in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, each non-transferring
Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified
Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation
has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified
Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer
is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring
Holder hereunder and agree


 



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to
be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case
of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained
herein for the benefit of each of the other Holders. Notwithstanding the foregoing, without the prior consent of each non-transferring
Holder (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without
a Rating Agency Confirmation from each Rating Agency that has been engaged by the related depositor to rate the securities issued
in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate
of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.


 


(b)        Except
for a Transfer made in connection with a Securitization, or a Transfer made by an initial Holder to an Affiliate or to UBS AG,
by and through its branch office at 1285 Avenue of the Americas, at least five (5) days prior to a transfer of any Note, the transferring
Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating Agencies, a certification that
such transfer will be made in accordance with this Section 12, such certification to include (1) the name and contact information
of the transferee and (2) if applicable, a certification by the transferee that it is a Qualified Transferee.


 


(c)        The
Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating
Agency Confirmation.


 


(d)        Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any
entity (other than the Borrower or any Affiliate thereof) that has extended a credit or repurchase facility to such Holder and
that, in each case, is either a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), or to a Person with
respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this Section 12(d),
it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that Controls such Holder that
is secured by such Holder’s interest in its respective Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that, a Note Pledgee that is not a Qualified Transferee may not take title
to the pledged Note without a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders
and the Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders
agree to acknowledge receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default
by the pledging Holder in respect of its obligations under this Agreement of which default such Holder has actual knowledge and
which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee
a period of ten (10) Business Days to cure a default by the pledging Holder in respect of its obligations to the other Holders
hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver
or termination of this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment,
modification, waiver or termination pursuant to the terms hereof) shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall


 



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not
be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to respond
to any request for consent to any such amendment, modification, waiver or termination within 10 Business Days after request therefor;
(iv) that the other Holders shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging
Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holders or Servicer
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any
such certificate(s) shall be in a form reasonably satisfactory to the other Holders; and (vi) that, upon written notice (a “Redirection
Notice”) to the Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods
with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other
agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed
by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at
any time that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall
be entitled to receive any payments that any Servicer would otherwise be obligated to pay to the pledging Holder from time to
time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases
the other Holders and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or other Holder in good faith to have been delivered by a Note
Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an
assignment in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement, repurchase
agreement or similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging
Holder otherwise assigns its interests to the Note Pledgee, the other Holders and the Servicer shall recognize such Note Pledgee
(and any transferee other than the Borrower or any Affiliate thereof that is also a Qualified Transferee at any foreclosure or
similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor
to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee
shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization
upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of
a Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer) unless and until such
Note Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note
has terminated.


 


13.        Registration
of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until it realizes on its
Pledge), except for transfer of a participation interest, a transferee shall execute an assignment and assumption agreement whereby
such transferee assumes all of the obligations of the applicable Holder hereunder with respect to such Note thereafter accruing
and agrees to be bound by the terms of this Agreement, including the restriction on Transfers set forth in Section 12,
from and after the date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute
an assignment and assumption agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the
Servicing Agreement. No transfer of a Note may be


 



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made
unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note
in violation of the provisions of Section 12 and this Section 13. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Holder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Agent and any other Holder against any liability that may result if the transfer is not made in
accordance with the provisions of this Agreement. Upon a Securitization of Note A-1, the Certificate Administrator shall automatically
become and be the Agent.


 


14.        Registration
of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts
such appointment. The names and addresses of the holders of the Notes, the principal amount (and stated interest) of the Notes
owing to each Holder and the names and addresses of any transferee of any Note of which the Agent has received notice, in the
form of a copy of the assignment and assumption agreement referred to in Section 13, shall be registered in the Note Register.
The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes
of this Agreement, except in the case of the Initial Note A-1 Holder and the Initial Note A-2 Holder who may hold their Notes
through a nominee. Upon request of a Holder, the Agent shall provide such party with the names and addresses of the other Holders.
To the extent another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under
this Section 14 solely for purposes of maintaining the Note Register.


 


15.        Statement
of Intent. The Agent and each Holder intend that the Notes be classified and the arrangement hereby be maintained, in a
manner consistent with rules applicable to a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of
the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will
not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to
create a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the
parties.


 


16.        Exercise
of Remedies by the Servicer. (a) Subject to the terms of this Agreement and the Servicing Agreement and subject to the rights
and consents, where required, of the Directing Holder, the Servicer shall have the sole and exclusive authority with respect to
the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action
or failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage
Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’
interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents,
including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage
Loan or institute any foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect
to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan other than
as provided in the Servicing Agreement. Subject to the terms and conditions of the Servicing Agreement, the Servicer shall


 



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have
the sole and exclusive authority to make Property Advances with respect to the Mortgage Loan. Except as otherwise provided in
this Agreement, each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to
the Servicer the rights, if any, that such Holder has to (A) call or cause the Servicer to call an Event of Default under the
Mortgage Loan, or (B) exercise any remedies with respect to the Mortgage Loan or the Borrower, including, without limitation,
filing or causing the Lead Note Holder or such Servicer to file any bankruptcy petition against the Borrower. Each Holder shall,
from time to time, execute such documents as any Servicer shall reasonably require to evidence such assignment with respect to
the rights described in clause (iii) of the first sentence in this Section 16(a).


 


(b)        The
Lead Servicer and the related Trustee shall not have any fiduciary duty to the Non-Lead Note Holders in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and the related Trustee from their respective obligation
under the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)        The
Holders hereby acknowledge that the Servicing Agreement shall provide that, subject to the satisfaction of the conditions set
forth in the next sentence, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines to sell
the Defaulted Mortgage Loan (or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single whole
loan (i.e., both the Lead Note and Non-Lead Notes). Any such sale of the entire Defaulted Mortgage Loan is subject to the satisfaction
of the following:


 


(i)          Each
Non-Lead Note Holder has provided written consent to such sale; or


 


(ii)         The
Special Servicer has delivered the following notices and information to each Non-Lead Note Holder:


 


(1)          at
least 15 Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)          at
least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale;


 


(3)          at
least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in
the Servicing File reasonably requested by a Non-Lead Note Holder; and


 


(4)          until
the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Holder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.


 






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Any
Non-Lead Note Holder may waive any delivery or timing requirements set forth above only for itself. Subject to the foregoing,
each of the Lead Note Holder, the Directing Holder, the Non-Lead Note Holders and the Non-Directing Holders shall be permitted
to submit an offer at any sale of the Defaulted Mortgage Loan (unless such Person is the Borrower or an agent or Affiliate of
the Borrower).


 


The
Non-Lead Note Holders hereby appoint the Lead Note Holder as their agent, and grant to the Lead Note Holder an irrevocable power
of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the
sale of the Non-Lead Notes. Each Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead
Note Holder shall execute and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments
as the Lead Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case
promptly following such request, and shall deliver the related original Non-Lead Note, endorsed in blank, to or at the direction
of the Lead Note Holder in connection with the consummation of any such sale.


 


The
authority of the Lead Note Holder to sell the Non-Lead Notes, and the obligations of the Non-Lead Note Holders to execute and
deliver instruments or deliver the Non-Lead Notes upon request of the Lead Note Holder, shall terminate and cease to be of any
further force or effect upon the date, if any, upon which the Lead Note is repurchased by Natixis, as the initial Note A-1 Holder
from the trust fund established under the Servicing Agreement in connection with a material breach of representation or warranty
made by the initial Note A-1 Holder with respect to the Lead Note or material document defect with respect to the documents delivered
by Natixis, as the initial Note A-1 Holder with respect to the Lead Note upon the consummation of the Lead Securitization.


 


(d)          Notwithstanding
anything to the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section
16 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event
shall the Servicer be permitted to take any action or refrain from taking any action if taking or failing to take such action,
as the case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent
with the Servicing Standard or violate any other provisions of the Servicing Agreement or violate the REMIC provisions of the
Code or any regulations promulgated thereunder, including, without limitation, the provisions of Section 2(g) of this Agreement.


 


17.          Rights
of the Directing Holder. (a) The Directing Holder shall be entitled to exercise the rights and powers granted to the Directing
Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,”
“Controlling Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect
to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all
matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer
shall not be permitted to take any Major Action unless it has obtained the prior written consent of the Special Servicer and (ii)
the Special Servicer shall not be permitted to consent to


 



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the
Master Servicer’s taking any Major Action nor will the Special Servicer itself be permitted to take any Major Action as
to which the Directing Holder has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable
Insurance Default) after receipt of the written recommendation and analysis and such additional information requested by the Directing
Holder as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment with respect to such
Major Action. The Directing Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions
with respect to the Mortgage Loan as the Directing Holder may deem advisable, subject to the terms of the Servicing Agreement.


 


(b)          If
the Directing Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Action within ten
(10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder by the
applicable Servicer of written notice of a proposed Major Action together with any information requested by the Directing Holder
as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment, then upon the expiration of
such ten (10) Business Day (or 30 days with respect to an Acceptable Insurance Default) period, such Major Action shall be deemed
to have been approved by the Directing Holder.


 


(c)          In
the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Directing Holder is necessary to protect the interests of the Holders (as a collective whole)
and the Special Servicer has made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer,
as the case may be, may take any such action without waiting for the Directing Holder’s response.


 


(d)          No
objection, direction or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this
Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance
with the Servicing Standard or expose the Master Servicer or the Special Servicer to liability, or materially expand the scope
of the Master Servicer’s or the Special Servicer’s responsibilities under the Servicing Agreement.


 


(e)          The
Directing Holder shall have no liability to the other Holders or any other Person for any action taken, or for refraining from
the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Servicing
Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith
or gross negligence. The Holders agree that the Directing Holder may take or refrain from taking actions, or give or refrain from
giving consents, that favor the interests of one Holder over the other Holder, and that the Directing Holder may have special
relationships and interests that conflict with the interests of another Holder and, absent willful misfeasance, bad faith or gross
negligence on the part of the Directing Holder agree to take no action against the Directing Holder or any of its officers, directors,
employees, principals or agents as a result of such special relationships or interests, and that the Directing Holder will not
be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have
recklessly disregarded any exercise of its rights by reason of its


 



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having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Holder.


 


The
Holders acknowledge that the Servicing Agreement may contain certain provisions that give an operating advisor certain non-binding
consultation rights with respect to Major Actions.


 


18.          Appointment
of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time
and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and
appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person
to serve as Special Servicer by delivering to the other Holders and the parties to the Lead Securitization Servicing Agreement
and each Non-Lead Servicing Agreement a written notice stating such designation and by satisfying the other conditions required
under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing
Agreement), if any.


 


The
Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, the Special Servicer could be terminated under
the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation
by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised
in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special
Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole)
and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove
and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance
with the preceding sentence.


 


19.          Rights
of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:


 


(i)           to
provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to
the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan to the Non-Directing Holders (but without regard to whether or not the Directing Holder
actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time
frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has
lost any rights to receive such information as a result of a Consultation Termination Event); provided, however,
that if a Non-Lead Note has been included in a Securitization, then for any information for which the Special Servicer would be
required to provide to the related Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer
of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization
documents; and


 






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(ii)          to
consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to each
Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether
or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be begin anew from the date of such proposal and delivery of all information relating thereto).


 


(b)          Notwithstanding
the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Action or any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)          In
addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference
calls with the Master Servicer or the Special Servicer, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)          In
no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing
Holders.


 


(e)          Any
Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth
in this Section 19.


 


20.          Advances;
Reimbursement of Advances. (a) From time to time, (i) pursuant to terms of the Servicing Agreement, the Lead Servicer and/or
the related Trustee may be obligated to make (1) Property Advances with respect to the Mortgage Loan or the Mortgaged Property
and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the terms of a Non-Lead Servicing Agreement, the related
Non-Lead Master Servicer and/or the related Trustee may be obligated to make P&I Advances with respect to a Non-Lead Note.
The Lead Servicer and/or the related Trustee will not be required to make any P&I Advance with respect to any Non-Lead Note
and the related Non-Lead Master Servicer and/or the related Trustee will not be required to make any P&I Advance with respect
to any Lead Note, any other Non-Lead Note any or any Property Advance. The Lead Servicer, each Non-Lead Master Servicer and any
Trustee will be entitled to interest on any Advance made in the manner and from the sources provided in the Lead Securitization
Servicing Agreement and each other Non-Lead Servicing Agreement, as applicable.


 






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(b)          The
Lead Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from
the Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)          To
the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead
Servicer for any Property Advance and/or interest thereon and the Lead Servicer or the related Trustee, as applicable, obtains
funds from general collections of the Lead Securitization as a reimbursement for a Property Advance or interest thereon, each
Non-Lead Note Holder (including any Securitization into which any Non-Lead Note is deposited) shall be required to, promptly following
notice from the Lead Servicer, pay to the Lead Securitization for its pro rata share of such Property Advance and/or interest
thereon at the Reimbursement Rate. In addition, each Non-Lead Note Holder (including any Securitization into which any Non-Lead
Note is deposited) shall promptly reimburse the Lead Servicer or the related Trustee for such Non-Lead Note Holder’s pro
rata share of any fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan
as to which the Lead Securitization or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing
Agreement (to the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient for reimbursement
of such amounts).


 


(d)          The
parties to each of the Lead Securitization Servicing Agreement and and each Non-Lead Servicing Agreement shall each be entitled
to make their own recoverability determination with respect to a P&I Advance based on the information that they have on hand
and in accordance with the Lead Securitization Servicing Agreement and each other Non-Lead Servicing Agreement, as applicable.


 


(e)          If
the Lead Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms
of the Servicing Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of each Non-Lead Note
share from the Non-Lead Note Holders.


 


21.          Provisions
Relating to Securitization. For so long as Natixis or an Affiliate of Natixis (an “Initial Note Holder”)
is the owner of any Notes, such Initial Note Holder shall have the right, subject to the terms of the Mortgage Loan Documents,
to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (the “New
Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not own)
among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i)
the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal
balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate
as the Amended Note of which is was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari
passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of
this Agreement and (iv) the Initial Note Holder holding the New Notes shall notify each


 



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other
Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable pooling
and servicing agreement, in writing of such modified allocations and principal amounts. In connection with the foregoing, (1)
the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate
the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation
of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall
each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all
of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Natixis is
the current Directing Holder, it may designate the holder of a different Note to be the Directing Holder. Rating Agency Confirmation
shall not be required for any amendments to this Agreement required to facilitate the terms of this Section 21(a). The
Initial Note Holder whose Note is being reallocated or split pursuant to this Section 21(a) shall reimburse the other Holders
for all costs and expenses incurred by the other Holders in connection with the reallocation or split. If a New Note is created
out of the Lead Note the Initial Note A-1 Holder shall designate which Note will be the Lead Securitization Note hereunder.


 


(b)          
Each Non-Lead Note Holder agrees that (if the Non-Lead Note is included in a Securitization other than the Lead Securitization)
it shall cause its related Non-Lead Servicing Agreement to provide as follows:


 


(i)          the
applicable master servicer and trustee for such Securitization shall be required to notify the master servicer, special servicer
and trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)          if
the applicable master servicer, special servicer or trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall provide the
other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)          in
the event such Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any other portion
of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 20, and funds received
with respect to such Non-Lead Note are insufficient to cover such amounts, (x) the related master servicer will be required to
pay the Master Servicer, Special Servicer or Lead Trustee under the Servicing Agreement, as applicable, out of general funds in
the collection account (or equivalent account) established under the Non-Lead Servicing Agreement and (y) if the Lead Servicing
Agreement permits the Master Servicer, Special Servicer or Lead Trustee to pay itself from the Lead Securitization Trust’s
general account then the master servicer under the related Non-Lead Servicing Agreement will be required to reimburse the Lead
Securitization Trust out of general funds in the collection account (or equivalent account) established under the Non-Lead Servicing
Agreement;


 






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(iv)          each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the extent the Lead Securitization Trust is required
to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses, incurred in connection with any PSA that relate solely to its servicing of
the Mortgage Loan, as applicable, and the master servicer under the Non-Lead Servicing Agreement will be required to reimburse
the Master Servicer, Special Servicer or Lead Trustee under the Servicing Agreement, as applicable, out of general funds in the
collection account (or equivalent account) established under the Non-Lead Servicing Agreement;


 


(v)          each
of trustee and the master servicer under any Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each of
the Master Servicer and the Lead Trustee under the Servicing Agreement will be a third party beneficiary under such Non-Lead Servicing
Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to such Non-Lead Note by the Master Servicer or the Lead Trustee under the Servicing Agreement and (2) as to the Master Servicer
only, the indemnification of the Master Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses, incurred in connection with any PSA and relating to such
Non-Lead Note and (ii) the Special Servicer will be a third party beneficiary under the Non-Lead Servicing Agreement with respect
to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead
Note by the Special Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the
indemnification of the Special Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with any PSA and relating to the Non-Lead
Note; and


 


(vi)          the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 


(c)          Each
Non-Lead Note Holder shall provide the depositor, the Servicer and the Special Servicer under the Lead Securitization Servicing
Agreement (if such party is not also a party to the Lead Securitization Servicing Agreement) notice of the related Non-Lead Note
Securitization in writing (which may be by email) prior to or promptly following such Non-Lead Note Securitization. Such notice
shall contain contact information for each of the parties to the related Non-Lead Servicing Agreement. In addition, after the
related Securitization Date, the Holder of the related Non-Lead Note shall send a copy of the related Non-Lead Servicing Agreement
to the depositor, the Servicer and the Special Servicer under the Lead Securitization Servicing Agreement if such party is not
also a party to the Lead Securitization Servicing Agreement.


 


(d)          The
Lead Securitization Servicing Agreement shall provide that:


 


(i)          the
Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and trustee of
each other Securitization of the amount


 



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of
any P&I Advance it has made with respect to the Note included in such Securitization within two Business Days of making such
advance;


 


(ii)          if
the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance previously
made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers written
notice of such determination within 2 Business Days after such determination was made;


 


(iii)          the
Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Note, net of its Servicing Fee and
any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to each Non-Lead
Note Holder on the applicable Master Servicer Remittance Date;


 


(iv)          the
Master Servicer agrees to make available to each master servicer under each Non-Lead Servicing Agreement the CREFC® Investor
Reporting Package® pursuant to the terms of the Servicing Agreement on a monthly basis on the applicable Master Servicer Remittance
Date;


 


(v)          the
Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, certificate administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and
servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged
by it to deliver), to the parties to the Non-Lead Servicing Agreement, at its own expense, in a timely manner, the reports, certifications,
compliance statements, accountants’ assessments and attestations, information to be included in reports (including, without
limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the other Servicing Agreements as
the parties to each Non-Lead Securitization may require in order to comply with their obligations under the Securities Act of
1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other applicable
law. Without limiting the generality of the foregoing, the Lead Note Holder for a Lead Securitization shall provide in a timely
manner to the depositor and the trustee for any prior Securitization a copy of the Servicing Agreement and each Lead Servicer
(at the expense of the Lead Note Holder) will be required, upon prior written request, to provide to the depositor and the trustee
for any prior Securitization any other information required to comply in a timely manner with applicable filing requirements under
Items 1.01 and 6.02 of Form 8-K, any other disclosure information required pursuant to Regulation AB in a timely manner for inclusion
in any disclosure document (and, with respect to the Servicing Agreement, for filing under Form 8-K), and with respect to the
Lead Servicers, upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters as
were or are being delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation AB” means
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended
from time to time, and subject to such clarification and interpretation as have been provided by the United States Securities
and Exchange Commission (the “Commission”) or by the staff of the Commission, or as may be provided by the Commission
or its staff from time to time, in


 



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each
case as effective from time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and
the Special Servicer, upon prior written request, shall each be required to provide certification and indemnification to each
Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the related
Non-Lead Servicing Agreements;


 


(vi)          the
servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the duty to service
each Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance with the terms and provisions
of this Agreement;


 


(vii)          provide
that with respect to any Non-Lead Note, the Master Servicer shall withdraw from the related Collection Account and remit to the
applicable Non-Lead Note Holder, within two (2) Business Days of receipt of properly identified funds, any amounts that represent
late collections or principal prepayments on the Non-Lead Note or any successor REO Property with respect thereto (exclusive of
any portion of such amount payable or reimbursable to any third party in accordance with this Agreement), unless such amount would
otherwise be included in the monthly remittance to the Non-Lead Note Holder for such month; provided, however, that
to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such late collections or principal prepayments to the Non-Lead Master Servicer within
one Business Day of receipt of properly identified funds;


 


(viii)          the
Non-Lead Note Holders are intended third-party beneficiaries in respect of the rights afforded it under the Servicing Agreement
and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of the related Trustee with
respect to such Non-Lead Note under this Agreement and the Servicing Agreement;


 


(ix)          each
master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary of the Servicing
Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification of such
master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)          it
shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Note Holders without their consent;
and


 


(xi)          satisfy
Moody’s rating methodology as of the closing date of the Lead Securitization related to permitted investments and eligible
accounts applicable to securities rated “Aaa” by Moody’s;


 


(xii)          in
connection with (A) any amendment of the Servicing Agreement, a party to such Servicing Agreement is required to provide a copy
of the executed amendment to the depositor under each Non-Lead Servicing Agreement and one or more parties to the related Non-Lead
Servicing Agreement (which may be by e-mail), together with a copy


 



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of
such amendment in electronic format, no later than the effective date of such amendment, and (B) the termination, resignation
and/or replacement of the Master Servicer or Special Servicer under the Servicing Agreement, the replacement “master servicer”
or replacement “special servicer”, as applicable, is required to provide to the depositor under each Non-Lead Servicing
Agreement and one or more parties to the related Non-Lead Servicing Agreement all disclosure about itself that is required to
be included in Form 8-K no later than the date of effectiveness thereof;


 


(xiii)          “servicer
termination events” (or any analogous term under the Servicing Agreement) include customary market termination events with
respect to failure to make advances, failure to remit payments to the Non-Lead Note Holders as required, failure to deliver (or
cause to be delivered) materials or information required in order for the Non-Lead Note Holders or the depositor under the Non-Lead
Servicing Agreement to timely comply with its obligations under the Exchange Act, the Securities Act or Form SF-3, and for rating
agency triggers with respect to any Certificates, subject to customary grace periods (provided that, in the case of failures related
to the securities laws, such grace periods will not cause a depositor under a Non-Lead Servicing Agreement to fail to comply with
the applicable provisions of such securities laws);


 


(xiv)          if
a Non-Lead Note becomes the subject of an “asset review” under a Non-Lead Servicing Agreement, the applicable parties
to the Servicing Agreement are required to reasonably cooperate with the related asset representations reviewer or other applicable
party to such Non-Lead Servicing Agreement in connection with such asset review, including with respect to providing access to
related underlying documents to the extent the asset representations reviewer or such other applicable party to the Non-Lead Servicing
Agreement has not obtained such documents from the related Non-Lead Note Holder and such documents are in the possession of the
applicable party to the Servicing Agreement; and


 


(xv)          have
provisions materially consistent with those set forth in the First Non-Lead Note PSA with respect to:


 


(A)          
servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status;


 


(B)          
the authority of the servicers in the First Non-Lead Note Securitization to grant or agree or consent to material modifications,
waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness
in connection with the Mortgage Loan;


 


(C)          
requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status
and periodic updates thereof;


 


(D)          
duties of the special servicer in respect of foreclosure and the management of REO property; and


 






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(E)          
subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement (which shall be substantially
similar to those set forth in the First Non-Lead Note PSA), primary servicing, special servicing, workout and liquidation fees
(and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.0025% per annum, 0.25%
per annum, 1.00% and 1.00%, respectively),


 


provided,
however, that (1) this clause (xv) shall not be construed to prohibit differences in timing, control or consultation triggers
or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificate
holder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice
or rating agency confirmation requirements; and (2) in the event of any conflict between this sentence and any other provision
of this Agreement, such other provision of the Agreement shall control.


 


(e)          If
any provision required to be included in the Lead Securitization Servicing Agreement or a Non-Lead Servicing Agreement is not
included therein as required in this Agreement, each Holder agrees that each such provision shall be deemed to be incorporated
as a provision of and made a part of the Lead Securitization Servicing Agreement or such Non-Lead Servicing Agreement, as the
case may be


 


22.          Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


23.          Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)          CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF


 



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ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME;


 


(c)          AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF
WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)          AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


24.          Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto.
Additionally, from and after a Securitization, except to cure any ambiguity or to correct any error or as set forth in Section
21(a), (b) and (c) of this Agreement may not be modified unless a Rating Agency Confirmation has been delivered
with respect to each Securitization, except that no Rating Agency Confirmation shall be required in connection with a modification
to cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provisions
herein or with the Servicing Agreement.


 


25.          Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. Each of the Master Servicer, Special Servicer, the Trustee and the master servicer,
special servicer and trustee under any Non Lead Servicing Agreement is an intended third-party beneficiary of this Agreement.
Except as provided in Section 5 and the preceding sentence, none of the provisions of this Agreement shall be for the benefit
of or enforceable by any Person not a party hereto.


 


26.          Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or
by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement


 


27.          Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


28.          Notices.
All notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally delivered,
(ii) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice by reputable


 



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overnight
delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) certified United States
mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit
B hereto, or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid.
All written notices so given shall be deemed effective upon receipt.


 


29.          Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


30.          Entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter contained
in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


31.          Withholding
Taxes. 


 


(a)          If
the Note A-1 Holder or the Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts
payable to a Non-Lead Note Holder with respect to the Mortgage Loan as a result of such Non-Lead Note Holder constituting a Non-Exempt
Person, the Note A-1 Holder, in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Note Holder’s
interest in such payment (all withheld amounts being deemed paid to such Non-Lead Note Holder), provided that the Note
A-1 Holder shall furnish such Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and
other information which may reasonably be requested for purposes of assisting such Note Holder to seek any allowable credits or
deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


(b)          Each
Non-Lead Note Holder shall and hereby agrees to indemnify the Note A-1 Holder against and hold the Note A-1 Holder harmless from
and against any Taxes, interest, penalties and reasonable attorneys’ fees and disbursements arising or resulting from any
failure of the Note A-1 Holder (or the Servicer on its behalf) to withhold Taxes from payment made to such Non-Lead Note Holder
in reliance upon any representation, certificate, statement, document or instrument made or provided by such Non-Lead Note Holder
to the Note A-1 Holder in connection with the obligation of the Note A-1 Holder to withhold Taxes from payments made to such Non-Lead
Note Holder, it being expressly understood and agreed that the Note A-1 Holder shall be absolutely and unconditionally entitled
to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and
to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy,
veracity, correctness or validity of the same.


 


(c)          Contemporaneously
with the execution of this Agreement and from time to time as reasonably requested by the Note A-1 Holder or Servicer during the
term of this Agreement, each Non-Lead Note Holder shall deliver to the Note A-1 Holder or Servicer, as applicable, evidence satisfactory
to the Note A-1 Holder substantiating whether each Non-Lead


 



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Note
Holder is a Non-Exempt Person and whether the Note A-1 Holder is obligated under applicable law to withhold Taxes on sums paid
to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if
any Non-Lead Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia,
it shall satisfy the requirements of the preceding sentence by furnishing to the Note A-1 Holder an Internal Revenue Service Form
W-9 and (ii) if any Non-Lead Note Holder is not created or organized under the laws of the United States, any state thereof or
the District of Columbia, and if the payment of interest or other amounts by the Borrower is treated for United States income
tax purposes as derived in whole or part from sources within the United States, such Non-Lead Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Note A-1 Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate
attachments) or Form W-8BEN or Form W-8BEN-E, as applicable, or successor forms, as may be required from time to time, duly executed
by such Non-Lead Note Holder. The Note A-1 Holder shall not be obligated to make any payment hereunder to any Non-Lead Note Holder
in respect of any Non-Lead Note or otherwise until such Non-Lead Note Holder shall have furnished to the Note A-1 Holder the requested
forms, certificates, statements or documents.


 


32.          Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will initially be held
by the initial Agent (or by a custodian on its behalf) and from and after the Securitization Date, by the trustee under the Lead
Securitization Servicing Agreement (or by a custodian on its behalf) under the terms of the Lead Securitization Servicing Agreement
on behalf of all of the Holders.


 


33.          Certain
Matters Affecting the Agent.


 


(a)          The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 13;


 


(b)          The
Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


 


(c)          The
Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(d)          The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of
the Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed
by the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(e)          The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 13; and


 






     -41-


     


    

 


(f)          The
Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
but shall not be relieved of its obligations hereunder.


 


34.          Termination
of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note A-1 Holder. In the
event that the Agent is terminated pursuant to this Section 34, all of its rights and obligations under this Agreement
shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The
Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Holders, has agreed to
be bound by this Agreement and perform the duties of the Agent hereunder. Natixis, as Initial Agent, may transfer its rights and
obligations to the Servicer, as successor Agent, at any time without the consent of any Holder. Natixis, as Initial Agent, shall
promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such
capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. The termination or resignation
of such Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Servicer as
Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of Note A-1, the Certificate
Administrator shall automatically become and be the Agent.


 


[NO
FURTHER TEXT ON THIS PAGE]


 




     -42-


     


    

 


IN
WITNESS WHEREOF, each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder,
the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder has caused this Agreement to be duly executed as of the day and
year first above written.


 


	 	Note
    A-1 Holder and Initial Agent:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:
    Khaled Mohiuddin
	 	 	Title:   Director



 





	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director


 


	 	Note
    A-2 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director





 


	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director


 




Signature
Page


Riverfront
Plaza Co-Lender Agreement



 






     


     


    

 


	 	Note
    A-3 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director





 


	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director








 





	 	Note
    A-4 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director


 


	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director






 








	 	Note
    A-5 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director








 





	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director


 




Signature
Page


Riverfront
Plaza Co-Lender Agreement



 






     


     


    

 


	 	Note
    A-6 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director


 





	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director


 





	 	Note
    A-7 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director


 


	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director





  





	 	Note
    A-8 Holder:
	 	 
	 	NATIXIS
    REAL ESTATE CAPITAL LLC
	 	 
	 	By:	/s/
    Khaled Mohiuddin
	 		Name:  
    Khaled Mohiuddin
	 	 	Title:     Director


 


	 	By:	/s/
    Delphine Clerjaud
	 		Name:
    Delphine Clerjaud
	 	 	Title:   Director





 


Signature
Page


Riverfront
Plaza Co-Lender Agreement


 




     


     


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


A.          Description
of Mortgage Loan


 


	Mortgage
    Loan	 
	Borrower:	Richmond
    Riverfront Plaza, LP
	Mortgage
    Loan Origination Date:	May
    4, 2018
	Initial
    Principal Amount of Mortgage Loan:	$146,000,000
	Location
    of Mortgaged Property:	Richmond,
    Virginia
	Current
    Use of Mortgaged Property:	Office
    Building
	Mortgage
    Interest Rate:	5.0659480%
    per annum
	Maturity
    Date:	May
    5, 2028



 



    A-1


     


    

 


B.          Description
of Notes


 


	Mortgage
    Loan Origination Date:	May
    4, 2018
	Initial
    Note A-1 Principal Balance:	$30,000,000
	Initial
    Note A-2 Principal Balance:	$30,000,000
	Initial
    Note A-3 Principal Balance:	$20,000,000
	Initial
    Note A-4 Principal Balance:	$20,000,000
	Initial
    Note A-5 Principal Balance:	$15,000,000
	Initial
    Note A-6 Principal Balance:	$15,000,000
	Initial
    Note A-7 Principal Balance:	$10,000,000
	Initial
    Note A-8 Principal Balance:	$6,000,000
	Initial
    Note A-1 Percentage Interest:	20.5%
	Initial
    Note A-2 Percentage Interest:	20.5%
	Initial
    Note A-3 Percentage Interest:	13.7%
	Initial
    Note A-4 Percentage Interest:	13.7%
	Initial
    Note A-5 Percentage Interest:	10.3%
	Initial
    Note A-6 Percentage Interest:	10.3%
	Initial
    Note A-7 Percentage Interest:	6.9%
	Initial
    Note A-8 Percentage Interest:	4.1%
	Note
    A-1 Interest Rate:	5.0659480%
    per annum
	Note
    A-2 Interest Rate:	5.0659480%
    per annum
	Note
    A-3 Interest Rate:	5.0659480%
    per annum
	Note
    A-4 Interest Rate:	5.0659480%
    per annum
	Note
    A-5 Interest Rate:	5.0659480%
    per annum
	Note
    A-6 Interest Rate:	5.0659480%
    per annum
	Note
    A-7 Interest Rate:	5.0659480%
    per annum
	Note
    A-8 Interest Rate:	5.0659480%
    per annum
	Note
    A-1 Default Interest Rate:	A
                                                                                                                                               rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) 5% above the Note A-1
                                                                                                                                               Interest Rate, compounded monthly

	Note
    A-2 Default Interest Rate:	A
                                                                                                                                               rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) 5% above the Note A-2
                                                                                                                                               Interest Rate, compounded monthly

	Note
    A-3 Default Interest Rate:	A
                                                                                                                                               rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) 5% above the Note A-3
                                                                                                                                               Interest Rate, compounded monthly

	Note
    A-4 Default Interest Rate:	A
                                                                                                                                               rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) 5% above the Note A-4
                                                                                                                                               Interest Rate, compounded monthly

	Note
    A-5 Default Interest Rate:	A
                                         rate per annum equal to the lesser of (i) the maximum rate permitted by

        




 






    A-2


     


    

 


	 	applicable
    law, or (ii) 5% above the Note A-5 Interest Rate, compounded monthly
	Note
    A-6 Default Interest Rate:	A
                                         rate per annum equal to the lesser of (i) the maximum rate permitted by

        applicable
        law, or (ii) 5% above the Note A-6 Interest Rate, compounded monthly

	Note
    A-7 Default Interest Rate:	A
                                         rate per annum equal to the lesser of (i) the maximum rate permitted by

        applicable
        law, or (ii) 5% above the Note A-7 Interest Rate, compounded monthly

	Note
    A-8 Default Interest Rate:	A
                                         rate per annum equal to the lesser of (i) the maximum rate permitted by

        applicable
        law, or (ii) 5% above the Note A-8 Interest Rate, compounded monthly




 






    A-3


     


    

 


EXHIBIT
B


 


Note
A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder and Note A-8
Holder:


 


Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile: (212) 891-5777

Email: USCIBSAFAssetManagementTeam@natixis.com


 


with
a copy to:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Office of the General Counsel



for legal notices, with a copy to:


 


legal.notices@natixis.com


 




    B-1


     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


Westbrook
Partners


iStar
Financial Inc.


Capital
Trust


Archon
Capital, L.P.


Whitehall
Street Real Estate Fund, L.P.


The
Blackstone Group 


Normandy
Real Estate Partners


Dune
Real Estate Partners


AllianceBernstein


Rockwood


RREEF
Funds


Hudson
Advisors


Artemis
Real Estate Partners


Apollo
Real Estate Advisors


Colony
Capital, Inc.


Praedium
Group


Fortress
Investment Group, LLC


Lonestar
Opportunity Funds


Clarion
Partners


Walton
Street Capital, LLC


Starwood
Financial Trust


BlackRock,
Inc.


Eightfold
Real Estate Capital, L.P.


Rialto
Capital Management, LLC


Rialto
Capital Advisors, LLC


Raith
Capital Partners, LLC


 




    C-1


     


    

 


EXHIBIT
D


 


UNANIMOUS
CONSENT DECISIONS


 


		(i)	any
                                         proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions
                                         of REO Property) of the ownership of the Mortgaged Property if it comes into and continues
                                         in default;



 


		(ii)	any
                                         modification, consent to a modification or waiver of any monetary term (other than late
                                         fees and default interest) or material non-monetary term (including, without limitation,
                                         the timing of payments and acceptance of discounted payoffs) of the Mortgage Loan or
                                         any extension of the maturity date of the Mortgage Loan;



 


		(iii)	following
                                         a default or an event of default with respect to the Mortgage Loan, any exercise of remedies,
                                         including the acceleration of the Mortgage Loan or initiation of any proceedings, judicial
                                         or otherwise, under the Mortgage Loan Documents;



 


		(iv)	any
                                         sale of the Mortgage Loan or REO Property for amount less than the total amount due and
                                         outstanding on the Mortgage Loan at such time;



 


		(v)	any
                                         determination to bring the Mortgaged Property or REO Property into compliance with applicable
                                         environmental laws or to otherwise address hazardous materials located at the Mortgaged
                                         Property or REO Property;



 


		(vi)	any
                                         release or material alteration of collateral or any acceptance of substitute or additional
                                         collateral for the Mortgage Loan or any consent to either of the foregoing, other than
                                         if required pursuant to the specific terms of the Mortgage Loan Documents and for which
                                         there is no material lender discretion;



 


		(vii)	any
                                         waiver of a “due-on-sale” or “due-on-encumbrance” clause with
                                         respect to the Mortgage Loan or any consent to such a waiver or consent to a transfer
                                         of the Mortgaged Property or interests in the Borrower;



 


		(viii)	any
                                         incurrence of additional debt by the Borrower or any mezzanine financing by any beneficial
                                         owner of the Borrower (to the extent that the lender has consent rights pursuant to the
                                         Mortgage Loan Documents);



 


		(ix)	any
                                         material modification, waiver or amendment of an intercreditor agreement, co-lender agreement
                                         or similar agreement with any mezzanine lender or subordinate debt holder related to
                                         the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
                                         with respect thereto, or any material modification, waiver or amendment thereof;



 


		(x)	any
                                         property management company or franchise changes, including, without limitation, approval
                                         of the termination of the existing property manager or franchisor and appointment of
                                         a new property manager or franchisor (in each case, to the extent lender’s consent
                                         is required under the Mortgage Loan Documents);



 






    D-1


     


    

 


		(xi)	releases
                                         of any material amounts from any escrow accounts, reserve funds or letters of credit,
                                         in each case, held as performance escrows or reserves, other than those required pursuant
                                         to the specific terms of the Mortgage Loan Documents and for which there is no lender
                                         discretion (the determination of whether the conditions precedent to releasing any such
                                         escrow accounts, reserve funds or letters of credit have been satisfied shall not constitute
                                         matters of lender discretion for purposes of this clause (xi));



 


		(xii)	any
                                         acceptance of an assumption agreement releasing Borrower, guarantor or other obligor
                                         from liability under the Mortgage Loan other than pursuant to the specific terms of such
                                         Mortgage Loan and for which there is no lender discretion;



 


		(xiii)	any
                                         vote on any plan of reorganization, restructuring or similar plan in the bankruptcy of
                                         the Borrower;



 


		(xiv)	any
                                         consent to the subordination of the lien on the Mortgaged Property or to crossing the
                                         lien on the Mortgaged Property with the lien on any other Mortgaged Property, except
                                         as expressly permitted by the Mortgage Loan Documents without lender’s consent;
                                         or



 


		(xv)	any
                                         determination as to application of any insurance proceeds with respect to the Mortgaged
                                         Property.



 






    D-2